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Date: April 27, 1995
To: Intergraph Employees
From: Jim Meadlock
Subject: Voting your Intergraph Shares for the 1995 Shareholders Meeting
On behalf of the Board of Directors, I want to encourage you to vote
all of the shares that you own directly, through the Stock Bonus
Plan, or held by your broker. It is always important for you to
exercise your rights as a shareholder to influence the affairs of the
corporation, to which all of our futures are tied.
There are four proposals on this year's proxy statement, which you
should have already received (or will soon receive). The proposals
(as shown on the proxy card) and the Board's recommendations are as
follows:
Proposal and Board's Recommendation
1. Election of Directors
Board's Recommendation: FOR
2. Proposal to ratify the appointment of Ernst & Young LLP as
the Company's auditors for the current fiscal year.
Board's Recommendation: FOR
3. Proposal to approve the 1995 Intergraph Corporation Employee
Stock Purchase Plan.
Board's Recommendation: FOR
4. Shareholder proposal that requests that the Board of
Directors amend the Company's Shareholder Rights Plan so that it does
not interfere with any public tender offer which treats all
shareholders fairly.
Board's Recommendation: AGAINST
I believe that approval of Proposal 4 would not be in the best
interests of shareholders. The Shareholder Rights Plan is designed
to encourage persons attempting to acquire a significant ownership
interest in the company to negotiate with the Board of Directors. As
a result, the Board is provided with sufficient negotiating strength
to better maximize value provided to the stockholders. I believe
that the Board of Directors is in the best position to assess the
adequacy and fairness of any offer, and Proposal 4 would restrain the
flexibility of the Board to maximize the value that can be achieved
for all stockholders. Because of this result and the uncertainty
that the amendment would create as to the Board's role in evaluating
tender offers, I do not think that this amendment benefits
shareholders, and I urge you to vote against it.
